CLUB CONSTITUTION

Rules[1]

Black Country Runners

Interpretation
1. Unless the context requires otherwise, the following terms in these Rules shall have the following meaning respectively:

AGM

has the meaning given in rule 20.1;

Committee

Chair

means the management committee of the Club from time to time;

means the person from time to time appointed as chair of the Club in accordance with these Rules;

Club

means the club intended to be regulated by these Rules;

EGM

has the meaning given in rule 20.2;

England Athletics

means England Athletics Limited (company number: 05583713) (or its successor body);

General Meeting

means a general meeting of the Members (being either an AGM or an EGM);

Member

means a member of the Club (and a member shall be legally bound by these Rules in accordance with rule 10);

Purpose

has the meaning given in rule 3;

Secretary

means the person from time to time appointed as secretary of the Club in accordance with these Rules;

Treasurer

means the person from time to time appointed as treasurer of the Club in accordance with these Rules;

UKA

means UK Athletics Limited (company number 03686940) (or its successor body);

Writing and written

includes email.

Name and Office
1. The Club shall be called Black Country Runners
2. The principal office of the Club shall be situated in England.
Purpose
The Club has been set up to: At Black Country Runners, we believe running is more than just a sport—it's a journey of growth, connection, and empowerment. Our ethos is built on three core pillars:

Inclusivity: We welcome runners of all abilities, backgrounds, and goals. Whether you're chasing a personal best or taking your first steps, our club is a supportive community where everyone belongs.

Resilience: We embrace the challenges of running as opportunities to build mental and physical strength. Every stride forward, no matter the pace, is a testament to perseverance and determination.

Community: We run together to uplift one another. Through shared experiences, encouragement, and camaraderie, we foster lifelong friendships and a sense of purpose that extends beyond the track or trail.

Our club is dedicated to promoting health, celebrating personal achievements, and creating a vibrant, inclusive space where every runner can thrive.

Ethos[2]

The Club is committed to ensuring that equity is incorporated across all aspects of its operations, activities and development. In doing so, the Club acknowledges and adopts the following Sport England definition of sports equity:

‘Sports equity is about fairness in sport, equality of access, recognising inequalities and taking steps to address them. It is about changing the culture and structure of sport to ensure it becomes equally accessible to everyone in society.’

The Club respects the rights, dignity and worth of every person. As part of the Club’s zero-tolerance approach to discrimination, the Club shall treat everyone fairly within the context of their sport, regardless of age, disability, sex, gender reassignment, race (including colour, nationality, ethnic or national origin), religion or belief, sex, sexual orientation, pregnancy, marital or civil partnership status, maternity.
1. The Club is committed to everyone having the right to enjoy their sport in an environment free from threat of intimidation, harassment and abuse.
2. All Members have a responsibility to oppose discriminatory behaviour and promote equality of opportunity.
3. The Club will deal with any incidence of discriminatory behaviour seriously according to the Club's disciplinary procedures.[3]
Exercise of Powers[4]

In furtherance of the Purpose but not otherwise the Club may exercise the following powers:

to carry on a sports club;
to provide sports coaching, training and equipment;
to participate in and organise leagues, competitions, tournaments and matches and related activities;
to provide information, advice and guidance in running and/or athletics, competitions, coach development and other related activities;
to publish or distribute information including by means of reports, books, leaflets, films, videos, websites and any other media;
to draw, make, accept, endorse, discount, execute and issue promissory notes, bills, cheques and other instruments and to open and operate bank accounts in the name of the Club;
to accept or disclaim gifts of money or any other property;
to raise funds and to invite and receive contributions;
to purchase, take on, hire, lease, acquire, alter, improve, construct and maintain property and equip it for use;
to sell, charge, let, mortgage or otherwise dispose of property and buildings;[5]
to employ such staff as are necessary for the proper pursuit of the Purpose and to make all reasonable provisions for the payment of pensions and superannuation to staff and their dependants;[6]

to incorporate (i.e. reconstitute as a body corporate and transfer some or all of the undertaking, assets and liabilities of the Club to its corporate successor);
1. to acquire, merge, collaborate, amalgamate or co-operate with other bodies operating in furtherance of the Purpose or similar purposes and to exchange information and advice with them;
to invest the monies of the Club not immediately required for its purposes in or upon such investments, securities or property as may be thought fit;
1. to insure the property of the Club against any foreseeable risk and to take out other insurance policies to protect the Club and the Committee members when required including the provision of indemnity insurance to cover the liability of the Committee members and other staff and volunteers;
2. to set aside income for special purposes or as a reserve against future expenditure but only in accordance with a policy in Writing on reserves determined by the Committee;
and
1. to do all such other lawful things as may further or are conducive to the Purpose.
Club Finances and Property
1. A bank account shall be opened and maintained in the name of the Club (Club Account). Designated account signatories shall be the Chair, the Secretary (if any) and the Treasurer. No sum shall be expended from the Club Account except by cheque signed by two of the designated signatories or by electronic transfer approved by at least one of the designated signatories subject to a maximum amount fixed by the Committee. All monies payable to the Club shall be received by the Treasurer and deposited in the Club Account as soon as is reasonably practicable. The Club Account shall be managed in accordance with any finance policy drawn up by the Committee and/or in accordance with the reasonable instructions of the Committee (acting collectively) from time to time.
2. The Club's financial year shall end on 31/07/2025 each year or such other date as the Committee may determine from time to time provided that no financial year shall be shortened to less than nine months or extended to more than fifteen months.
The Committee shall ensure that title to:

all land held by or in trust for the Club (if any);
all investments held by or in trust for the Club (if any); and
any other assets of the Club (other than the cash held in the Club Account) (if any);

is vested in the names of the Committee members for the time being.[7]

Affiliation

Subject to these Rules and the general law, the Club shall (as the case may be) become a member of or affiliate to England Athletics and any constituent body designated to it by England Athletics and the Club shall comply with and uphold the rules and regulations of England Athletics and of any such constituent body for the time being in force.

Club Membership
1. The Members from time to time shall be those persons listed in the Club's register of members which shall be maintained by the Secretary.
2. The Committee may make bye laws under rule 38 below establishing classes of membership with different rights and obligations and shall record such rights and obligations in the Club's register of members.
Admission to Membership
Any person who wishes to be a Member must apply in such form as is determined by the Committee from time to time and deliver it to the Chair or the Secretary.
Membership of the Club is open to all those interested in furthering the Purpose.[8] A person may appeal against any denial of membership by writing to the Secretary within 7 (seven) days of receiving the written decision, setting out the full grounds of their appeal. The Committee will then meet promptly to consider the written appeal. The appeal decision of the Committee will be final.
1. The Committee or the Members may from time to time fix the levels of admission fees and annual subscriptions to be paid by different categories of Members provided that the Committee or the Members (as the case may be) shall use its best endeavours to ensure that any such fees or subscriptions do not preclude open membership of the Club.
2. Membership is not transferable to anyone else.
Conditions of Membership
1. These Rules, including any bye laws made under rule 38 below, shall form a binding agreement between each Member and Members shall comply with these Rules and bye laws.
2. The Members shall pay any admission fees and annual subscriptions set by the Committee under rule 9.3 above.
3. Subject to these Rules and the general law, the Members shall so exercise their rights, powers and duties and shall where appropriate use their best endeavours to ensure that others conduct themselves so that the business and affairs of the Club are carried out in furtherance of the Purpose and in accordance with the rules and regulations of England Athletics and UKA for the time being in force.
Cessation of Membership[9]
Membership[10] of the Club shall terminate:
1. automatically if the Member dies;
2. if the Member resigns by notice in writing to the Club by giving at least seven days' notice in writing to the Club provided that upon such resignation the number of Members is not less than 10.
3. in the case of a Member who is also a member of the Committee, they shall automatically cease to be a Member upon them ceasing to be a member of the Committee for any reason other than resignation. In the case of resignation, the Member will continue to be a Member unless and until the other provisions of this rule 19 apply;
4. if the Member is in arrears to the Club and their subscriptions or any other payments are at least 2 months overdue; or
5. if the Member is removed from membership by a resolution of the Committee on the grounds that it is in the best interests of the Club that their membership is terminated. A resolution to remove a Member from membership may only be passed if:
  1. the Member has been given at least 21 clear days’[11] notice in Writing of the Committee meeting at which the resolution will be proposed and the reasons why it is to be proposed;
  2. the Member or, at the option of the Member, the Member’s representative (who need not be a Member of the Club) has been allowed to make representations at the meeting (either in writing or verbally);
  3. the Committee decides to remove the Member from membership of the Club or the Member fails to attend the meeting without sufficient reason.

The Committee may exclude the Member from the Club’s premises until the meeting has considered this matter (save that they shall be entitled to attend the meeting in question for the purpose of making representations to the meeting). A person may appeal against a decision to remove them from membership under this rule 19.1.5 in accordance with rule 39.

Any person ceasing to be a Member forfeits all rights in relation to and claims upon the Club, its property and its funds and has no right to the return of any part of his subscription fee. Without prejudice to the foregoing, the Committee may refund an appropriate part of a resigning Member's subscription fee if it considers it appropriate in all the circumstances.
In the event of a Member’s resignation or expulsion, their name shall be removed from the Club’s register of members.

General Meetings
1. The Committee shall call an Annual General Meeting (AGM) each year and no more than fifteen months shall pass between one AGM and the next following one. The business of an AGM shall include:
  1. the receipt of a report of the activities of the Club over the previous year;
  2. the receipt of a report of the Club’s finances over the previous year;
  3. the election and retirement of members of the Committee; and
  4. any other business.
2. All General Meetings other than the AGM shall be called Extraordinary General Meetings (EGMs).
3. An EGM may be called at any time by the Committee at that time and shall also be called within fourteen days of the receipt by the Secretary of a requisition in Writing, signed by not less than five per cent of[12] Members stating the purposes for which the EGM is required and the resolutions proposed. Business at an EGM may be any business that may be transacted at an AGM.
Notice of General Meetings
1. An AGM or EGM shall be called on at least twenty one clear days before the meeting save that 90% of all the Members may agree to shorter notice.[13]
2. The notice shall specify the date, time and place of the meeting and the general nature of the business to be transacted and, in the case of an AGM, shall specify the meeting as such.
3. The Secretary shall send to each Member at their last known address written notice of the date of a General Meeting (whether an AGM or an EGM) together with the resolutions to be proposed.
4. The accidental omission to give notice of a General Meeting to or the non-receipt of notice of a General Meeting by any person entitled to receive notice shall not invalidate the proceedings at that meeting
Proceedings at General Meetings
1. No business shall be transacted at any General Meeting unless a quorum is present. The quorum for an AGM or EGM shall be the greater of [two] Members or [25]% of the total number of Members[14].
2. If a quorum is not present within half an hour from the time appointed for the meeting or if during a meeting a quorum ceases to be present, the meeting shall stand adjourned to the same day in the next week at the same time and place as the Committee may determine.
3. If the number of Members present at the adjourned meeting in insufficient to constitute a quorum in accordance with rule 22.1 above, the Members present shall constitute a quorum.
4. The Chair, or in their absence any other member of the Committee, shall preside as the chair of the meeting. Each Member present shall have one vote but in the event of an equality of votes the chair of the meeting shall have a casting vote[15].
5. The Secretary, or in their absence any other member of the Committee, shall enter the minutes into the Club's minute book.
6. The Committee may make whatever arrangements they consider appropriate to enable Members attending a General Meeting to exercise their rights to speak or vote whether attending directly or by telephone communication or by video conference, an internet video facility or similar electronic method allowing visual and/or audio participation.
Powers of the Committee
1. The Committee shall be responsible for the management of all the affairs of the Club and may exercise all the powers of the Club.
2. No alteration of these Rules and no such direction by the Members shall invalidate any prior act of the Committee which would have been valid if that alteration had not been made or that direction had not been given.
3. The Committee shall have the power to decide all questions and disputes arising in respect of any issue concerning the Rules.
4. The Committee may, while retaining responsibility pursuant to rule 23.1, delegate to any person, company or sub-committee any of its powers or functions, the implementation of any of its decisions or the day-to-day management of the affairs of the Club by such means, to such an extent, in relation to such matters or areas and on such terms as they may determine in accordance with these Rules.
5. Subject to these Rules and the general law, the Committee shall so exercise its rights, powers and duties and shall where appropriate use its best endeavours to ensure that others conduct themselves so that the business and affairs of the Club are carried out in furtherance of the Purpose and in accordance with the rules and regulations of England Athletics and UKA for the time being in force.
The Committee
1. The Committee shall consist of a minimum of [four] people[16], including the following :
  1. Club Chair;
  2. Club Treasurer;
  3. Club Secretary;
  4. Club Welfare Officer;
Including Events Office and Head of Coaching.
1. any other persons elected at a General Meeting.
Committee members shall be elected by the Members at an AGM. Nominations for election of Members as members of the Committee shall be made:
1. by the Committee; or
2. in Writing by the proposer and seconder, both of whom must be existing Members, to the Secretary not less than 14 days before the meeting.
Each Committee member shall hold office from the date of election until the conclusion of the next AGM. A retiring Committee member may be re-elected at the AGM.
Any vacancy on the Committee which arises between one AGM and the next may be filled by a Member proposed by one member of the Committee, seconded by another member of the Committee and approved by the Committee.
A member of the Committee may not appoint an alternate or substitute to act on their behalf at any Committee meeting.
At least one member of the Committee should be unrelated or not co habiting[17]
Calling a Committee Meeting
1. The Committee shall hold not less than two meetings each year[18].
2. A meeting of the Committee shall be called on not less than 7 days’ notice to all members of the Committee unless the Chair determines that urgent circumstances necessitate shorter notice.
3. Notice of a Committee meeting shall be given to each committee member save that it shall not be necessary to give notice of a meeting to a member of the Committee who is absent from the United Kingdom.
Proceedings of a Committee Meeting
1. Subject to the provisions of these Rules, the Committee may regulate its proceedings as it thinks fit.
2. Meetings of the Committee shall be chaired by the Chair or in their absence the Treasurer. The chair of the meeting shall (subject to rule 28 below) have a casting vote in the event of a tie.
3. The quorum for the transaction of business of the Committee shall be the greater of [three] Committee members or [two-thirds] of all of the Committee members (rounded up).
4. Decisions of the Committee shall be made by a simple majority of those Committee members attending the Committee meeting.
5. Decisions of the Committee of meetings shall be entered into the Club's minute book.
6. A resolution in Writing signed by all the Committee members (or members of a sub-committee) entitled to vote on the matter shall be as valid and effective as if it had been passed at a meeting of the Committee members or (as the case may be) a sub-committee duly convened and held. Such a resolution may consist of several documents in the same form each signed by one or more of the Committee members (or members of the sub-committee).
Conflicts of Interest
1. Each Committee member shall declare the nature and extent of any direct or indirect interest in a transaction or arrangement with the Club or a third party which conflicts or may possibly conflict with their duties to the Club.
If the non-conflicted Committee members deem there to be a material conflict, the conflicted Committee member shall withdraw from that part of the meeting, shall not be counted towards the quorum for that part of the meeting, and shall not vote on the matter in question.
1. If there is deemed not to be a material conflict by the non-conflicted Committee members, the Committee member that declared the conflict shall be allowed to re-join the meeting, take part and vote as applicable.
Disqualification from being a Committee member
1. A person shall cease to hold office as a Committee member if:
  1. they are disqualified from holding office as a company director;
  2. they are subject to a decision of England Athletics or UKA that such person be suspended or disqualified from holding office or from taking part in any activity relating to the administration or management of a club;
  3. the Committee reasonably believes that they have become incapable by reason of illness or injury of managing and administering their own affairs and it decides to remove them from office;
  4. they resign from their office by notice to the Club (but only if at least the minimum number specified in rule 17 above will remain in office when the notice of resignation is to take effect);
  5. they are absent without the permission of the Committee from all its meetings held within a period of six months without good reason and the Committee decide that the office be vacated;
  6. a bankruptcy order or an order is made against them in individual insolvency proceedings in a jurisdiction other than England and Wales which has an effect similar to that of bankruptcy;
  7. they make a composition with their creditors generally in satisfaction of their debts;
  8. they are removed from office by the Committee on the grounds that they are in material or persistent breach of the Club's code of conduct[19] as amended from time to time. A decision to remove a person from the Committee office under this rule 30.1.8.2 may only be passed if:
    1. the relevant Committee member has been given at least twenty one clear days'[20] notice in Writing of the Committee meeting at which the decision will be made and the reasons why it is to be proposed; and
    2. the relevant Committee member or, at the option of the relevant Committee member, the relevant Committee member’s representative (who need not be a Committee member) has been allowed to make representations to the meeting; or
  9. they cease to be a Member for any reason whatsoever.
2. The provisions of rule 30.1 above shall also apply to sub-committees and any member of a sub-committee who is not a Committee member.
Club Teams
1. At its first meeting following each AGM the Committee shall appoint one or more Members to be responsible for each of the Club’s various teams.
2. The appointed Members shall be responsible for managing the affairs of the team. The appointed Members shall present to the Committee at its last meeting prior to an AGM a written report of the activities of the team.
Irregularities

The proceedings at any meeting or the making of any decision (whether at a meeting or in writing) shall not be invalidated by reason of any accidental informality or irregularity (including any accidental omission to give or any non-receipt of notice) or any want of qualification in any of the persons present or voting or by reason of any business being considered which is not specified in the notice.

Minutes

The Committee shall cause minutes to be made in books kept for the purpose:

of all appointments of the Committee members made by the Members or the Committee;
of all resolutions of the Members and of the Committee (including decisions of the Committee made outside a meeting); and
of all proceedings and reports of meetings of the Club and of the Committee, and of sub-committees, including the names of those present at each such meeting.

Communications by the Club

Subject to these Rules, any document or information (including any notice, report or accounts) sent or supplied by the Club under these Rules may be sent or supplied:

in hard copy form;
in electronic form; or
by making it available on a website or internet forum.

Guests
1. Members shall be entitled to bring one or more guests to any activity of the Club with the express consent of the Chair or the Secretary.
2. The Member in question shall be responsible for the acts and omissions of their guests and shall be liable to the Club for any loss or damage of any kind whatsoever suffered or incurred by the Club as a direct or indirect result of the acts or omissions of any of their guests.
3. Guests shall be legally bound by these Rules as if they were a Member save that guests shall have none of the rights of membership.
4. A guest may be required to pay a visitor’s fee at such amount and sign a guest register in such form as shall from time to time be determined by the Committee.]
Personal Risk
1. Members [and guests][21] acknowledge and accept that playing or participating in sport of any kind can be dangerous and may result in injury and damage to property. Members and guests shall take personal responsibility for their own actions and play or participate in the Club's sporting activities at their own risk.
2. Subject to rule 36.3 and below, the liability of the Club and its Committee members to any Member [or guest] is limited to the net assets of the Club.
3. Nothing in these Rules shall limit or exclude liability:[22]
  1. for death or personal injury caused by negligence;
  2. for any loss or damage caused by criminal or fraudulent conduct; or
  3. for any other liability which cannot lawfully be limited or excluded.
4. No Committee member shall have the benefit of rule 36.2 above in relation to any liability arising directly or indirectly from their wilful or reckless breach of trust or duty.
Indemnity

Without prejudice to any other indemnity to which a Committee member may otherwise be entitled, every Committee member shall be indemnified out of the assets of the Club against any liability incurred by them in the proper discharge of their duties to the fullest extent permitted by law.

Bye Laws
1. The Committee may from time to time make such bye laws as they may deem necessary or expedient or convenient for the proper conduct and management of the Club and for the purposes of prescribing classes of and conditions of membership and in particular the Committee may by such bye laws regulate:
  1. the establishment of different categories of membership of the Club;
  2. the admission and classification of Members and the rights and privileges of such Members and the conditions of membership and the terms on which Members may resign or have their membership terminated and the entrance fees, subscriptions and other fees or payments to be made by Members;
  3. the creation of regulations, standing orders and bye laws for the better administration of the Club and to govern the functioning of sub-committees to assist the Committee in the better administration of the Club;
  4. the adoption or alteration of such other regulations or policies as the Committee thinks fit;
  5. the conduct of Members in relation to one another and to the Committee members, staff, volunteers or beneficiaries including disciplinary procedures;
  6. the terms on which Members and guests may be permitted to take part in the Club's sporting activities;
  7. the setting aside of the whole or any part of parts of the Club's premises at any particular time or times or for any particular purpose or purposes;
  8. any licensable or other regulated activities of the Club;
  9. the procedure at General Meetings and meetings of the Committee and sub-committees insofar as such procedures are not regulated by these Rules;
  10. the appointment of proxies, the form and content of proxy notices, the delivery of proxy notices to the Club and the revocation of such appointments;
  11. any procedures to assist the resolution of disputes within the Club;
  12. generally, all such matters as are commonly the subject matter of club rules;

provided that nothing in such bye laws shall prejudice the Club's affiliation to England Athletics.

The Club in General Meeting shall have power to alter, add to or repeal the bye laws and the Committee shall adopt such means as they think sufficient to bring to the notice of the Members all such bye laws.

Complaints and Disputes
1. All concerns, allegations or reports of malpractice or abuse relating to the welfare of children or vulnerable adults will be recorded and responded to swiftly and appropriately in accordance with the Club’s and UKA’s/EA’s safeguarding policy and procedures. The Welfare Officer shall be the lead person at the Club for all Members in the event of any safeguarding concerns.
Any complaints of misconduct (improper or unprofessional conduct) regarding the behaviour of Members or Committee members shall be dealt with by the Club in accordance with its disciplinary or other relevant procedure[23]
Any complaints of serious misconduct (including, without limitation, theft, doping violations, fraud, physical violence, safeguarding policy breaches, serious breach of applicable health and safety, gambling and/or ticketing regulations or any act or omission of the Member or Committee member which in the opinion of EA, acting reasonably, brings or is likely to bring the sport of athletics into disrepute) regarding the behaviour of Members or Committee members shall be reported and dealt with by EA in accordance with its own disciplinary procedures.
1. If a dispute arises between any Members or Committee members about the validity or propriety of anything done by any Member or Committee member under these Rules and the dispute cannot be resolved by agreement, the parties to the dispute must first try in good faith to settle the dispute by mediation before resorting to litigation.
Alteration of the Rules
1. No alterations or amendments shall be made to or in the provisions of these Rules except by resolution at a General Meeting passed by at least three-quarters of the Members present.
Dissolution
1. A resolution to dissolve the Club may only be proposed at a General Meeting and shall be passed by at least three-quarters of the Members present.
2. The dissolution shall take effect from the date of the resolution (or the date specified in that resolution) and the Committee shall be responsible for ensuring that all relevant steps are taken to effect an orderly wind up.
3. Any surplus assets remaining after the discharge of the debts and liabilities of the Club shall be applied or transferred to another club or to England Athletics for use by them related to community sports.
Declaration

The Club duly adopted these Rules as its governing document on 05/08/2025

Signed L.SMALL

Chair

Lee Small

Signed R.TRUMPETER

Secretary

Ryan Trumpeter